TIDMANIC
RNS Number : 2697C
Agronomics Limited
21 February 2022
21(st) February 2022
Agronomics Limited
("Agronomics" or the "Company")
Agronomics Acquires Stake in Geltor, Inc. via Secondary
Transaction
Agronomics, the leading listed company focused on cellular
agriculture, is pleased to announce today that it has acquired
1,069,593 Preferred Stock in a secondary transaction (the
"Acquisition") in Geltor, Inc. ("Geltor"), company focused on
producing designer proteins for use in the cosmetic industry, from
an existing shareholder, for total consideration of US$ 9,499,525.
This represents an equity stake in Geltor, on a fully diluted
basis, of 2.05% and equates to an estimated portfolio weighting
based on the Company's last reported Net Asset Value of 5.01%.
The consideration due to the vendor comprises US$ 6,785,375 in
cash from the Company's own resources and US$ 2,714,150 to be
satisfied through the issuance of 8,676,951 new Ordinary Shares in
Agronomics ("Consideration Shares") priced at 23 pence per share.
The Consideration Shares are subject to a lock in and orderly
market agreement with a vesting schedule below:
- 1,084,619 shares released immediately
- 1,084,619 shares released after 18 months
- 6,507,713 shares released after 24 months
- Shares subject to orderly market restrictions are such that
the holder shall provide the Company with notice of its intention
to sell a specific volume of shares, at a minimum price, and the
Company and its brokers shall have a period of 10 trading days to
find buyers for such shares on the stated terms
Geltor is a biodesign company focused on producing designer
proteins for use in the cosmetic industry, as well as food and
nutrition. The company was co-founded in 2015 by Alexander
Lorestani, CEO, and Nick Ouzounov to develop tailored bioactive
ingredients to replace traditional animal-derived proteins. It
currently has four products commercialised: Collume(R), HumaColl21,
PrimaColl(TM) and Elastapure. Collume(R) was Geltor's first product
launched in 2018, the world's first animal free collagen. In June
of last year, Geltor unveiled its first product aimed at the food
and beverage industry - PrimaColl(TM).
Since this Acquisition is considered a Substantial Transaction
under AIM Rule 12, this announcement requires certain disclosures
under Schedule Four. Geltor is an early-stage company generating
small revenues with operating costs of approximately US $ 1,319,387
per month, and total assets as at 31 December 2020 of approximately
US$ 86,740,174 with no material liabilities.
Jim Mellon, co-founder and executive director of Agronomics
commented:-
" Agronomics is thrilled to be broadening its portfolio to
include Geltor, recognised as a leading precision fermentation
company and one of the first companies in the sector to utilise
this technology for the development of agricultral products without
the need for animals. We look forward to following Geltor's
progress in the years ahead, as they continue to build their
portfolio of biodesigned proteins for use in the beauty and
cosmetics, and now food and nutrition industries."
Issue of the Consideration Shares
The Consideration Shares (which will rank pari passu with the
existing Ordinary Shares) will be issued and allotted, and
admission to trading on AIM is expected to commence at 8.00 a.m. on
24 February 2022. Following Admission of the new Ordinary Shares,
the Company will have 947,267,158 ordinary shares with a nominal
value of GBP0.000001 each in issue with voting rights and admitted
to trading on AIM. This figure may then be used by shareholders in
the Company as the denominator for the calculation by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company
under the Financial Conduct Authority's Disclosure and Transparency
Rules.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as
it forms part of UK Domestic Law by virtue of the European Union
(Withdrawal) Act 2018. Upon the publication of this announcement,
this inside information is now considered to be in the public
domain.
For further information please contact:
Agronomics Beaumont Cenkos Peterhouse TB Cardew
Limited Cornish Limited Securities Capital
Plc Limited
The Company Nomad Joint Broker Joint Broker Public Relations
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Richard Reed Roland Cornish Giles Balleny Lucy Williams Ed Orlebar
Denham Eke James Biddle Michael Johnson Charles Goodfellow Joe McGregor
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+44 (0) 20 7930
0777
+44 (0) 1624 +44 (0) 7738
639396 +44 (0) 207 +44 (0) 207 +44 (0) 207 724 630
info@agronomics.im 628 3396 397 8900 469 0936 agronomics@tbcardew.com
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About Agronomics
Agronomics is a leading listed alternative proteins company with
a focus on cellular agriculture and cultivated meat. The Company
has established a portfolio of 19 companies at the Pre-Seed to
Series C stage in this rapidly advancing sector. It seeks to secure
minority stakes in companies owning technologies with defensible
intellectual property that offer new ways of producing food and
materials with a focus on products historically derived from
animals. These technologies are driving a major disruption in
agriculture, offering solutions to improve sustainability, as well
as addressing human health, animal welfare and environmental
damage. This disruption will decouple supply chains from the
environment and animals, as well as being fundamental to feeding
the world's expanding population. A full list of Agronomics'
portfolio companies is available at https://agronomics.im/ .
About Cellular Agriculture
Cellular Agriculture is the production of agriculture products
directly from cells, as opposed to raising an animal for slaughter,
or growing crops. This encompasses cell culture to produce
cultivated meat and materials, and fermentation processes that
harness a combination of molecular biology, synthetic biology,
tissue engineering and biotechnology to massively simplify
production methods in a sustainable manner.
Over the coming decades, the source of the world's food supply
traditionally derived from conventional agriculture is going to
change dramatically. We have already witnessed the first wave of
this shift with the consumer adoption of plant-based alternative
proteins but today, we are on the cusp of an even bigger wave of
change. This is being facilitated by advances in cellular
agriculture. This change is necessary, given scientists claims that
if we maintain existing animal protein consumption patterns, then
we will not meet the Paris Agreement's goal of limiting warming to
1.5
AT Kearney, a global consultancy firm, projects that cultivated
meat's market share will reach 35% by 2040. This combined with the
Good Food Institute's estimate that a US $1.8 trillion investment
will be required in order to produce just 10% of the world's
protein using this technology, means that we are on the cusp of a
multi-decade flow of capital to build out manufacturing facilities.
Funding in the field of cellular agriculture is accelerating,
however still less than US $ 1 billion has been invested worldwide
since the industry's inception in 2016.
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